Instructions

ZOOM IN by clicking on the page. A slider will appear, allowing you to adjust your zoom level. Return to the original size by clicking on the page again.

MOVE the page around when zoomed in by dragging it.

ADJUST the zoom using the slider on the top right.

ZOOM OUT by clicking on the zoomed-in page.

SEARCH by entering text in the search field and click on "In This Issue" or "All Issues" to search the current issue or the archive of back issues
respectively.
.

PRINT by clicking on thumbnails to select pages, and then press the
print button.

SHARE this publication and page.

ROTATE PAGE allows you to turn pages 90 degrees clockwise or counterclockwise.Click on the page to return to the original orientation. To zoom in on a rotated page, return the page to its original orientation, zoom in, and
then rotate it again.

CONTENTS displays a table of sections with thumbnails and descriptions.

ALL PAGES displays thumbnails of every page in the issue. Click on
a page to jump.

What is the relative TSR
performance required
for vesting?
TSR of Nufarm relative to the TSR
of comparator group companies
Proportion of TSR grant vesting
Less than 50th percentile
0%
50th percentile
50%
Between 51st percentile and 75th percentile Straight-line vesting between 50% and 100%
75th percentile
100% vesting
How is the ROFE target set? ROFE objectives are set by the board at the beginning of each year. There is both a ‘target’
and a ‘stretch’ hurdle. These numbers are based on the budget and growth strategy.
‘Target’ represents a sustainable return to acceptable ROFE levels. Stretch recognises
achievement well above budget. This ensures that full vesting of the LTIP is truly reliant
on outstanding performance.
How is ROFE measured?
Return is calculated on the group’s earnings before interest and taxation and adjusted for
any non-operating items. Funds employed are represented by shareholders’ funds plus total
interest-bearing debt. For the purposes of measuring ROFE performance in the LTIP, ROFE
will be averaged over the life of the plan.
What ROFE result is required
for vesting?
Percentage of ROFE target achieved
Proportion of ROFE grant vesting
Less than target
0%
Target
50%
Between target and stretch
Straight-line vesting between 50% and 100%
Stretch
100%
What was the result for the
2014 year?
There is no partial vesting of the LTIP before the third anniversary which was 31 July 2014
for the first awards under the plan. The table below shows the performance against target
for the first two years of the plan.
Target %
Outcome %
2012
10.0
10.4
2013
10.9
8.8
2014
10.0
9.1
Cumulative three-year average
10.3
9.4
This means that the first award which matures in 2014 has not vested on either the ROFE or
the relative TSR and the rights have been forfeited. At this time the 2013 award is tracking
below the ROFE hurdle rate necessary to trigger vesting on this metric.
What happens if the awards
do not vest?
To the extent that the TSR and ROFE performance hurdles are not met at the end of the
three year performance period and full vesting is not achieved, performance will not be
re-tested and the award will lapse. The awards tested on the 31 July 2014 did not vest
and therefore the rights have lapsed.
Is there a clawback provision
in the plan?
The rules of the plan provide for clawback of unvested LTIP rights where: payment is
contrary to the financial soundness of the company; in circumstances where the financial
performance of Nufarm over the relevant period has been misstated; and/or for individual
gross misconduct.
Link between performance and KMP remuneration outcomes
• Fixed and variable remuneration review: given the financial performance of the group and the contribution to the continued
recovery of the business, KMP were granted increases in fixed remuneration and short term incentive potential of between
three per cent and 6.5 per cent. Percentage increases reflected company performance, changes in the scope and
responsibility of the role and individual performance.
• STI: based on an underlying NPAT result of $86.4 million, an ANWC/Sales result at 47.7 per cent and performance against
individual strategic and business improvement objectives, KMP were awarded a limited incentive in accordance with the
rules of the plan.
–
Individual objectives were driven by Nufarm’s strategy and the goals to deliver on sustainable innovation and business
discipline across the business. These objectives were specific to the role of each executive and included organisation
restructuring, management and board renewal, business process and systems improvements and the implementation
of initiatives to support growth in higher-value segments.
DIRECTORS’ REPORT continued
40 | NUFARM LIMITED ANNUAL REPORT 2014